2025 Florida Statutes
< Back to Statute Search ResultsTitle XXXVI BUSINESS ORGANIZATIONS
Chapter 605
FLORIDA REVISED LIMITED LIABILITY COMPANY ACT
SECTION 2102Definitions.
1605.2102 Definitions.—As used in ss. 605.2101-605.2802, the term:
(1) “Asset” means either of the following:
(a) Property in which a series limited liability company or a protected series has rights; or
(b) Property as to which the series limited liability company or protected series has the power to transfer rights.
(2) “Associated asset” means an asset that meets the requirements of s. 605.2301.
(3) “Associated member” means a member that meets the requirements of s. 605.2302.
(4) “Foreign protected series” means a series, protected series, protected cell, segregated account, or similar part of a foreign limited liability company, however the part is denominated, which is established under law that limits, or limits if conditions specified under law are satisfied, the liability of the part to a creditor of the foreign company or of another part of the structure, regardless of whether the law uses the term “protected series.”
(5) “Foreign series limited liability company” means a foreign limited liability company that has at least one foreign series or protected series.
(6) “Non-associated asset” means either of the following:
(a) An asset of a series limited liability company which is not an associated asset of the company; or
(b) An asset of a protected series of a series limited liability company which is not an associated asset of the protected series.
(7) “Person” has the same meaning as in s. 605.0102 and includes a protected series, however denominated, of an entity if the protected series is established under law that limits, or limits if conditions specified under law are satisfied, the ability of a creditor of the entity or of another protected series of the entity to satisfy a claim from assets of the protected series.
(8) “Protected series,” except in the phrase “foreign protected series,” means a protected series established under s. 605.2201.
(9) “Protected-series manager” means a person under whose authority the powers of a protected series are exercised and under whose direction the activities and affairs of the protected series are managed under the operating agreement and this chapter.
(10) “Protected-series transferable interest” means the right, as initially owned by a person in the person’s capacity as an associated member, to receive distributions from a protected series, regardless of whether the person remains a member or continues to own any part of the right. The term includes a fraction of an interest.
(11) “Protected-series transferee” means a person other than the series limited liability company to which all or part of a protected-series transferable interest of a protected series of a series limited liability company has been transferred. The term includes a person that owns a protected-series transferable interest as a result of ceasing to be an associated member of a protected series.
(12) “Registered foreign protected series” means a protected series of a foreign series limited liability company that has an active certificate of authority to transact business in this state pursuant to a record filed with the department.
(13) “Registered foreign series limited liability company” means a foreign series limited liability company that has an active certificate of authority to transact business in this state pursuant to a record filed with the department.
(14) “Series limited liability company,” except in the phrase “foreign series limited liability company,” means a domestic limited liability company that has at least one protected series.
History.—s. 6, ch. 2025-162.